-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







Exhibit 10.2

May 27,2008






  Private & Confidential


Ms. Elizabeth Keys

160 W. 7th Street, Apt. 3A

New York, NY 10024


Dear Beth,


     We are pleased to confirm your continued employment with XL Financial Administrative Services ("XLFAS") and your promotion to the title of Senior Vice President and Chief Financial Officer, Security Capital Assurance Ltd (SCA, and together withXLFAS the "Company"), effective June 1,2008, reporting to Paul Giordano, CEO
of SCA. Accordingly:



1. Functions & Responsibilties: Your functions and
responsibilties shall include, but are not limited
to: (i) managing all Finance Department functions, including oversight of financial
officers; (ii) overseeing and directing all financial
accounting functions, including responsibility for all SEC and U.S. public
 company accounting, financial reporting, accounting policy and procedures;
 (iii) developing policy for producing accounting  information for business
 units and product lines, including analyzing and directing allocation methodologies,
 cost accounting and overhead procedures; (iv) directing short term
 business  planning and budgeting, and long-range forecasting; (v) directing
 and coordinating short and long term earnings management programs;
 (v) assuming such other reasonably related responsibilties, as provided by the CEO in his discretion; and (vi) serving as
 a member of the Executive Committee.


2. Salary and Bonus: Your base annualized salary will
be (USD) $300,000 ("Base Salary"),
and you wil be eligible for benefits and perquisites associated
with an SVP title. In addition, your target bonus will increase to 100%
("Target Bonus") of your Base Salary and your potential long
term incentive award opportunity will be targeted
at 75% of your total cash (base plus bonus) compensation.


  3. Bonus for 2008: For the 2008 Plan year, you
are eligible to receive a cash
bonus in the gross amount of (USD) $300,000, subject to the following conditions.
This bonus will be paid to you in two equal installments. In order to
 qualify for the first installment of the 2008 bonus, you must remain an active
 employee in good standing through the date that such bonus is paid which
 we anticipate will be no later than  August 31, 2008. However, if your employment
 is terminated by the Company without cause prior to such payment,
 or in the case of your death or disability prior to such payment, you










(or your estate) will nonetheless be eligible to receive
this first installment. You will not, however,
be eligible to receive the second installment of the bonus.
In order to qualify for the second installment of the 2008 bonus, you must
 remain an active employee in good standing of the Company through the
 date that 2008 performance bonuses are paid in the first quarter of calendar
 year 2009. However, if your employment  is terminated by the Company
 without cause or in the case of your death or disability after August 31,
 2008 but prior to payment of the 2008 performance bonus, you (or your estate)
 will nonetheless be eligible to receive this second installment of the 2008 bonus. XLFAS shall be solely responsible for the payment
of all compensation, including bonuses.


4. Long Term Incentive Award: At the time the
Company regularly grants annual long term incentive awards to executives in 2009,
based upon such executives' 2008 service, you will be eligible for a full-year's
long term incentive award, as determined by the SCA Compensation Committee. Such award
shall vest in accordance with, and will be otherwise subject to the terms
and conditions set forth in the SCA Long Term Incentive Plan.


5. Severance Provisions Upon Certain Termination Events: In
the event your employment is terminated by the Company by reason of (i) reduction
in force, (ii) reorganization, (iii) position elimination or (iv) your Death
in service or Disability (as determined pursuant to the Company's Long-Term Disability Plan),
you shall be entitled to the severance program, if any, in effect at that time
for executives at similar levels.


For the avoidance of doubt, your voluntary resignation from the Company during your employment as Chief Financial Officer does not entitle you to severance
payments hereunder.


6. At-Will Employment: This offer of employment
is for no particular term. You shall continued
to be employed at will, which means that either you or the Company
may terminate the employment relationship at any time without notice,
for  any reason or no reason at all.











To accept and acknowledge this promotion, please return a signed copy of this document to me for your personnel file.


We wish you the best in your new role.


Sincerely,

/s/ Orlando Rivera


Orlando Rivera

Managing Director

Head of Human Resources

XL
Financial Administrative Services


cc: Paul Giordano

Acceptance:    /s/ Elizabeth Keys             Date:       5/27/08      

                        Elizabeth Keys